Purchase Agreement

1 | Identity of the legal entity

2 | Scope

2.1 | The legal relationships between us and the customer are governed exclusively by our Purchase agreement and Terms & Conditions [007Chemicals] below; we do not recognise deviating general terms of the customer. Our Purchase agreement and Terms & Conditions apply even if we make or receive deliveries in the knowledge of contradictory terms of the customer or terms which deviate from our Purchase agreement and Terms & Conditions.

2.2 | With the exception of the provisions below, statutory provisions apply exclusively. Changes or deviations from the Purchase agreement and Terms & Conditions may only be made in writing and must be signed by a director or a person authorised by 007Chemicals, in order to be valid.

2.4 | These terms and conditions apply to every offer of the legal entity and any agreement reached at a distance between businesses and consumers.

3 | Offer

3.1 | All our offers are made without obligation. Verbal offers and agreements are only legally valid if they are confirmed by 007Chemicals in writing. This clause relating to the written form may only be changed in writing.

3.2 | Quotes given by 007Chemicals can be revised by 007Chemicals by all times even after the customer has set a purchase order.

4 | Prices, additional costs

4.1 | All price quotations are always gross prices, to which statutory VAT must be added in each case.

4.2 | Price quotations only relate to the quantity indicated.

4.3 | Taxes and charges, in particular consumer taxes, registration, inspection or examination fees, dispatch and transport costs, as well as the normal handling charges of freight and aviation service providers are not included in the price quotations and shall be borne by the customer. We are not obliged to draw attention to the possibility of such charges. All our offers are to be understood in the sense that the customer has to bear the aforementioned costs, without this requiring a separate agreement.

4.4 | During the period mentioned in the offer the prices of products are only fluctuated through external factors, changing VAT rates, or rate of exchange.

4.5 | For custom quotes there can be no extra charge when the lead time is over due. When the customer orders a custom synthesis product then he or she is willing to accept additional time for production if the process does not work out as planned. When a synthesis is not working out due to wrong interpretation of the protocol then the seller, in this case 007Chemicals, is allowed to cancel the order without any further reimbursement.

5 | Payment terms

5.1 | Cheques and bills will only be accepted if agreed beforehand in writing. Acceptance is made as conditional payment. In the event of non-encashment, the customer is obliged to pay us compensation.

5.2 | If the customer is in default, we shall charge statutory default interest. We expressly reserve the right to claim a greater loss of earned interest. In such a case, the customer is at liberty to prove a lesser loss.

5.3 | The customer can only offset our claims if his counter claim is undisputed or legally enforceable. A right of retention can only be asserted in so far as it is based on claims arising from the actual purchase contract.

5.4 | The consumer is obliged to report immediately to the trader any inaccuracies in data supplied or specified payment.

5.5 | Unless otherwise provided in the agreement or additional terms, the amounts owed to be paid by the consumer are before the product is shipped. Exclusively companies which are registered and validated as legal entities are allowed to pay the invoice after the acquiring of goods. This is called the grace period, dependent on the company the grace period takes 14 and to the utmost, 30 days. This period starts on the day after the consumer has received the confirmation of the agreement.

5.6 | If you have placed an incorrect order or want to return products, we will require a “returned goods fee’ of 20% of the net value of the goods, with a minimum value of €30. Transport costs are also at the customers expense in this case. Under no cicumstanes should chemicals be posted. We will not accept the return of products that exceed 30 days post order placement. Any issues regarding the quality or validity of proudcts supplied must be reported within 14 days of supply.

6 | Delivery, transfer of risk

6.1 | The trader will take the greatest possible care when receiving and implementing orders for products and when assessing applications for the provision of services.

6.2 | The place of delivery is the address that the consumer has made known to the trader.

6.3 | Provided no other written agreements have been made, all lead and delivery times, which are made verbally by us, are non-binding. No claims for withdrawal or compensation may therefore be made solely as a result of the aforementioned lead or delivery times being exceeded. If it is impossible for us to be supplied by our supplier through no fault of our own, we may withdraw from the contract. In this case we will notify you immediately and, if appropriate, suggest the delivery of a comparable product.

6.4 | We are entitled to make part deliveries provided this is acceptable to the customer.

6.5 | Dispatch is undertaken at the risk of the customer, even if it is carried out by our vehicles. Provided no separate agreements have been made, dispatch will be made at our discretion by air, rail, ship or road.

6.6 | Dispatch in special packaging will be undertaken according to our professional discretion at the cost of the client, taking note of the pertinent regulations, including the general rules of freight and aviation service providers, and in particular taking account of the regulations concerning hazardous goods.

6.7 | The customer is obliged to accept the item purchased when it is delivered.

6.8 | If you have any special requirements, or you require written confirmation of your order, delivery at a special address or a consolidated delivery, please mention this clearly in your order. Any special packaging or special freight methods requested, or otherwise, will be subjected to an additioanl charge, which will be added to the invoice.

7 | Product descriptions, product use

7.1 | The description of the products in our catalogues, analysis reports, on our web pages and in other documentation serves only to identify the item purchased and gives no assurance of a particularly quality.

7.2 | The customer has sole responsibility for checking whether the goods ordered or suggested by us are suitable for the purpose intended by the customer. Generally speaking, our products are intended only for laboratory and research purposes. Subject to any agreement to the contrary, they may not be used for other purposes, in particular not as additives for food or feedstuffs, human or animal drugs or cosmetics and not for in-vivo diagnostic purposes.

8 | Rights of protection and use, export approval

8.1 | We accept no guarantee that the use or sale of the products supplied do not breach national or international rights of protection and use, in particular those in the consignee country. To this extent, we are under no obligation to provide information or clarification. Regarding use and onward sale, it is therefore up to the customer to satisfy himself that such rights of third parties are not infringed. To this extent claims for compensation against us are excluded.

8.2 | The export of products – e.g. by virtue of their nature or purpose – may be subject to compulsory approval under the Dutch or foreign law. To this extent, we are under no obligation to provide information or clarification. If products are intended for export, the customer shall obtain any necessary approvals and licences. We are not obliged to fulfil the contract if this would result in breaches of current export law.

8.3 | The customer is obliged to indemnify us against any penalties and claims for compensation by third parties on account of any infringement of rights of protection and use, which arise from actions of the customer.

9 | Liability for defects, requirement to give notice of defects

9.1 | The customer must examine our deliveries immediately and give notice of complaints of any kind, including incorrect deliveries and over or short deliveries, at the latest within 14 days for common room temperature stored products and the same day for received products which must be stored under special conditions. The goods must not be processed. Installation, blending or any other processing of our products represents approval of the delivery as performance under the contract and rules out claims for defects. Slight over or short deliveries of less than 3% of the respective product are possible for technical reasons and will be accepted by the customer as performance under the contract. If a complaint is made in good time, we will notify the customer of the procedure for dealing with the goods complained of. The customer is obliged to store the goods at his expense for a reasonable period.

9.2 | Any complaints are to be lodged in writing, giving as accurate as possible a description of the defects. We are entitled to examine the alleged defect. If the customer refuses examination, then we are absolved from our warranty obligation.

9.3 | We do not guarantee that the products supplied by us comply with the contractual purposes and purposes of use requested by the customer. We accept no guarantee for the following actions of the customer: unsuitable or unprofessional use, incorrect storage, natural deterioration, unsuitable operating equipment and chemical, electrochemical or electrical influences, provided we are not responsible for them. The guarantee is likewise excluded for such damage, as is based on the non observance of our instructions or advice.

9.4 | Disproportionate subsequent performance costs apply if the costs of the selected method of subsequent performance exceed the costs of the other method of subsequent performance by more than 25%.

9.5 | As part of the subsequent performance, we must be granted a reasonable period to remedy the situation – but no less than 14 days.

9.6 | The customer will bear the costs of subsequent performance on account of an unjustified defect.

9.7 | The claims of the customer against us on account of a defect, lapse within one year from delivery of the goods. Sentence 1 does not apply if we deliberately caused the defect.

9.8 | We guaranteed a particular quality of the goods, in case the goods do not comply with the specifications of the product as agreed upon in the purchase order, then the customer is allowed to return the products. In case products do comply with the specifications then the customer is only allowed to return the goods if this accepted by 007Chemicals and the cost of return, shipping, and other costs will be on the sole account of the customer.

10 | Exclusion of liability

10.1 | We have limited liability for compensation in respect of injury to body, life and health caused culpably and for damage caused wilfully or by gross negligence by us or our vicarious agents.

10.2 | Statutory limitation rules apply.

11 | Assignment, pledging

The rights and obligations arising from the contracts covered by the Purchase Agreement and Terms & Conditions may only be assigned, pledged or transferred to third parties by way of security with our prior written consent.

12 | Retention of ownership

12.1 | We reserve ownership of all products delivered until the purchase price is paid in full.

12.2 | As long as our retention of ownership is effective, the customer is not entitled to dispose of the purchased item, to pledge it, to transfer it by way of security, to process or to transform it.

12.3 | The customer will assign all claims which he acquires from the – justified or unjustified – onward sale or any other legal reason with respect to the goods subject to reservation, to us in full, by way of security. We expressly accept this assignment.

12.4 | The customer is authorised to collect the debt in its own name for our account; this authority can be revoked at any time. Following revocation, we are entitled to notify the assignment to the customer’s customer and to collect the debt ourselves. The customer is obliged to provide us with complete information concerning the onward sale and the purchaser. At our request, the customer is obliged to draw the attention of the purchasers or other third parties to our reserved ownership and if necessary to the assignment.

12.5 | If the value of the goods covered by the reservation of ownership or of the assigned debts of the customer exceeds our claims against him by more than 20%, we shall, on request and at our option, release the excess securities.

12.6 |The customer shall notify us immediately in writing concerning pledges or other execution measures, which concern the assigned debts or reserved ownership, so that we can instigate suitable legal proceedings in good time.

13 | Special agreements concerning orders through our web shop

13.1 | Conclusion and content of contract

The product descriptions in the web shop serve to make an offer of purchase. By sending an order to the web shop, the customer is entering into a binding offer of purchase. We can accept the order by dispatching an order confirmation by e-mail, which contains the text of the contract and the Purchase agreement. Confirmation of receipt of the order does not yet represent acceptance of the offer to purchase. If we do not accept a customer’s order, then we will notify the customer immediately by e-mail or telephone and will make a counter-offer, which the customer is then free to accept or reject. Minor deviations from confirmed quality or quantity information count as approved, provided they are reasonable to the customer and normal in the trade. The lead times indicated in the web shop relate to the shipping date.

13.2 | Electronic ordering process

The order is binding on the customer when he places goods in his shopping basket and has sent his order to us by pressing the “confirm order” button. The customer is obliged to check his details for errors prior to confirming the order. The customer can check the contents of his basket by clicking the “shopping cart” button. By clicking on the individual items and pressing the “delete item” button, individual products can be removed again from the shopping basket.

14 | Place of performance, legal venue, applicable law

14.1 The Dutch law applies exclusively to all legal relationships between us and our customers. Application of the standard Sale of Goods Act and the UN Sales Convention (CISG) is ruled out.

14.2 | If any provision of the Purchase Agreement and Terms & Conditions be partially or wholly invalid, unfeasible or null and void, this will not affect the other provisions. The invalid provision shall be replaced by one which corresponds to the intended commercial purpose of the parties.